Nevada
|
7380
|
26-4346918
|
(State
of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer ID
No.)
|
Large
accelerated filer
|
[
]
|
Accelerated
filer
|
[
]
|
Non-accelerated
filer
|
[
]
|
Smaller
reporting company
|
[X]
|
(Do
not check if a smaller reporting company)
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
Common
Stock, par value $0.001
|
656,000
|
$0.25
|
$164,000
|
$6.45
|
PROSPECTUS
656,000 SHARES
OF
HALBERD
CORPORATION
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the
shares of common stock offered through this prospectus. Our common stock
is presently not traded on any market or securities exchange and have no
voting rights. The 656,000 shares of our common stock can be
sold by selling security holders at a fixed price of $0.25 per share until
our shares are quoted on the OTC Bulletin Board and thereafter at
prevailing market prices or privately negotiated prices. There can be no
assurance that a market maker will agree to file the necessary
documents with The Financial Industry Regulatory Authority (“FINRA”),
nor can there be any assurance that such an application for quotation will
be approved. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders. There
is no assurance that an active trading market for our shares will develop,
or, if developed, that it will be sustained. In the absence of
a trading market or an active trading market, investors may be unable to
liquidate their investment or make any profit from the
investment.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD
NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER
THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The
Date of This Prospectus Is: March 13, 2009
|
PAGE
|
|
1 | |
1 | |
2 | |
5 | |
5 | |
5 | |
6 | |
8 | |
8 | |
9 | |
10 | |
10 | |
14 | |
14 | |
14 | |
F- | |
15 | |
18 | |
19 | |
20 | |
21 | |
23 | |
23 | |
23 | |
25 | |
26 | |
27 |
For
the Three Months
Ended
October
31, 2008
|
For
the Period Ended
July
31, 2008 (from inception)
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Sales
|
$ | 3,827 | $ | 7,015 | ||||
Operating
expenses
|
14,878 | 44,732 | ||||||
Net
loss
|
$ | (12,927 | ) | $ | (36,095 | ) |
BALANCE
SHEET DATA:
|
As
of
October
31, 2008
|
As
of
July
31,
2008
(Audited)
|
||||||
(Unaudited)
|
||||||||
Current
assets
|
$
|
3,719
|
$
|
1,387
|
||||
Total
assets
|
$
|
428,223
|
$
|
341,708
|
||||
Total
liabilities (all current)
|
$
|
477,245
|
$
|
377,803
|
||||
Stockholders’
deficit
|
$
|
(49,022)
|
$
|
(36,095
|
)
|
Name
of selling stockholder
|
Shares
of common
stock owned
prior to
offering
|
Shares
of common
stock to
be sold
|
Shares
of common
stock owned
after offering
|
Percent
of common
stock owned
after offering
(1)
(2)
|
Bruce
E. Nyberg (3)
|
20,000
|
20,000
|
0
|
0
|
John
P. Bower Revocable Living Trust UAD 9/27/1999 (3) (4)
|
20,000
|
20,000
|
0
|
0
|
Mary
Jane Bower Revocable Trust UAD 6/19/1999 (3) (5)
|
20,000
|
20,000
|
0
|
0
|
Daniel
Dalton (3)
|
20,000
|
20,000
|
0
|
0
|
GBS,
LLC (3) (6)
|
20,000
|
20,000
|
0
|
0
|
BFADM,
LLC (3) (6)
|
20,000
|
20,000
|
0
|
0
|
David
R. Zimmer (3)
|
20,000
|
20,000
|
0
|
0
|
Richard
A. Hecker (3)
|
20,000
|
20,000
|
0
|
0
|
Douglas
Perry Lalone Living Trust (3) (7)
|
20,000
|
20,000
|
0
|
0
|
Paul
A. Miller (3)
|
20,000
|
20,000
|
0
|
0
|
Nicholas
S. Ahee (3)
|
20,000
|
20,000
|
0
|
0
|
Todd
A. Emerson (3)
|
2,000
|
2,000
|
0
|
0
|
Donna
Kolo (3)
|
20,000
|
20,000
|
0
|
0
|
Joel
M. Ungar (3) (8)
|
20,000
|
20,000
|
0
|
0
|
Constance
M David (3)
|
2,000
|
2,000
|
0
|
0
|
Awecomm
Technologies, LLC (3) (9)
|
10,000
|
10,000
|
0
|
0
|
Marx
Layne & Company (3) (10)
|
10,000
|
10,000
|
0
|
0
|
Jon
D. Johnson (3)
|
10,000
|
10,000
|
0
|
0
|
Douglas
Omar Perreault (3)
|
10,000
|
10,000
|
0
|
0
|
Michael
R. Szudarek (3)
|
8,000
|
8,000
|
0
|
0
|
Kathryn
E. Lundquist (3)
|
4,000
|
4,000
|
0
|
0
|
Sunshine
R. Jenkins (3)
|
4,000
|
4,000
|
0
|
0
|
Dino
S. Rotondo (3)
|
4,000
|
4,000
|
0
|
0
|
Vianne
Floyd (3)
|
20,000
|
20,000
|
0
|
0
|
Barrett
Kalellis (3)
|
20,000
|
20,000
|
0
|
0
|
Shelby
Starnes (3)
|
4,000
|
4,000
|
0
|
0
|
Michael
P. Crosson (3)
|
20,000
|
20,000
|
0
|
0
|
Alexandra
A. Crosson (3)
|
20,000
|
20,000
|
0
|
0
|
Trent
A. Lundquist (3)
|
4,000
|
4,000
|
0
|
0
|
Andrew
Kulpa (3)
|
2,000
|
2,000
|
0
|
0
|
David
J. Raska (3)
|
2,000
|
2,000
|
0
|
0
|
JR
Holdings Group, LLC (3) (11)
|
4,000
|
4,000
|
0
|
0
|
Philip
W. Thomas, Jr. (3)
|
20,000
|
20,000
|
0
|
0
|
Scott
P. Batey (3)
|
4,000
|
4,000
|
0
|
0
|
John
Alexander (3)
|
4,000
|
4,000
|
0
|
0
|
Craig
W. Terry (3)
|
2,000
|
2,000
|
0
|
0
|
Millicent
D. Sherman (3)
|
2,000
|
2,000
|
0
|
0
|
Bill
& Joann Batey (3)
|
4,000
|
4,000
|
0
|
0
|
Craig
Camp (12)
|
636,000
|
20,000
|
616,000
|
2.49%
|
TAB
Properties, LLC (13)
|
508,000
|
20,000
|
488,000
|
1.95%
|
Thomas
M. Nardone (14)
|
508,000
|
20,000
|
488,000
|
1.95%
|
DS
Projects, LLC (15)
|
1,064,000
|
20,000
|
1,044,000
|
4.17%
|
D
& P Vasilos Investment, LLC (16)
|
500,000
|
20,000
|
480,000
|
1.92%
|
Michael
Marcum (17)
|
572,000
|
20,000
|
552,000
|
2.20%
|
Vincent
Floyd (18)
|
1,018,000
|
20,000
|
998,000
|
3.98%
|
Thomas
IRA (19)
|
1,696,000
|
20,000
|
1,676,000
|
6.69%
|
Leland
M. Thomas (19)
|
1,100,000
|
20,000
|
1,080,000
|
4,14%
|
River
Star, LLC (20)
|
1,000,000
|
20,000
|
980,000
|
3.76%
|
Total
|
656,000
|
(1)
|
Under
applicable SEC rules, a person is deemed to beneficially own securities
which the person has the right to acquire within 60 days through the
exercise of any option or warrant or through the conversion of a
convertible security. Also under applicable SEC rules, a person is deemed
to be the “beneficial owner” of a security with regard to which the person
directly or indirectly, has or shares (a) voting power, which includes the
power to vote or direct the voting of the security, or (b) investment
power, which includes the power to dispose, or direct the disposition, of
the security, in each case, irrespective of the person’s economic interest
in the security. Each listed selling security holder has the sole
investment and voting power with respect to all shares of common stock
shown as beneficially owned by such selling security holder, except as
otherwise indicated in the footnotes to the
table.
|
(2)
|
As
of March 13, 2009, there were 26,058,000 shares of our common stock issued
and outstanding.
|
(3)
|
We
are registering 456,000 shares of our common stock (the number herewith is
given effective to the share purchase agreement dated January 28, 2009)
sold in our Regulation D Rule 506 offering completed in January
2009.
|
(4)
|
John
P. Bower has voting and dispositive control over securities held by John
P. Bower Revocable Living Trust.
|
(5)
|
Mary
Jane Bower has voting and dispositive control over securities held by Mary
Jane Bower Revocable Trust.
|
(6)
|
Mario
Apruzzese has voting and dispositive control over securities held by GBS,
LLC and BFADM, LLC.
|
(7)
|
Douglas
Perry Lalone has voting and dispositive control over securities held by
Douglas Perry Lalone Living Trust.
|
(8)
|
Joel
M. Ungar is our Chief Financial Officer and Principal Accounting
Officer.
|
(9)
|
Brent
Yax has voting and dispositive control over securities held by Awecomm
Technologies, LLC.
|
(10)
|
Mike
Szuderak has voting and dispositive control over securities held by Marx
Layne & Company.
|
(11)
|
Jerry
Hamling has voting and dispositive control over securities held by JR
Holdings Group, LLC.
|
(12)
|
Mr.
Camp received 386,000 shares of our common stock acquired through the
private placement officering and 250,000 shares of our common stock
converted on November 28, 2007 pursuant to a stock conversion
agreement.
|
(13)
|
TAB
Properties received 308,000 shares of our common stock acquired through
the private placement officering and 200,000 shares of our common stock
converted on November 28, 2007 pursuant to a stock conversion agreement.
Joe Lutheran has voting and dispositive control over securities held by
TAB Properties, LLC.
|
(14)
|
Mr.
Nardone received 200,000 shares of our common stock converted on November
28, 2007 and 308,000 shares of our common stock converted on January 16,
2009 pursuant to stock conversion
agreements.
|
(15)
|
DS
Projects received 426,000 shares of our common stock converted on January
3, 2008 and 638,000 shares of our common stock converted on January 14,
2009 pursuant to stock conversion agreements. Dewey Steffen has voting and
dispositive control over securities held by DS Projects,
LLC.
|
(16)
|
D
& P Vasilos Investment received 200,000 shares of our common stock
converted on January 3, 2008 and 300,000 shares of our common stock
converted on January 13, 2009 pursuant to stock conversion agreements.
Dimitri & Patty Vasilos have voting and dispositive control over
securities held by D & P Vasilos Investment,
LLC.
|
(17)
|
Mr.
Marcum received 226,000 shares of our common stock converted on January 3,
2008 and 346,000 shares of our common stock converted on January 14, 2009
pursuant to stock conversion
agreements.
|
(18)
|
Mr.
Floyd received 400,000 shares of our common stock converted on January 3,
2008 and 618,000 shares of our common stock converted on January 14, 2009
pursuant to stock conversion
agreements.
|
(19)
|
Leland
M. Thomas has voting and dispositive control over securities held by
Thomas IRA. He is a member of our Advisory
Board.
|
(20)
|
Nicholas
A. Cocco has voting and dispositive control over securities held by River
Star, LLC. He is a member of our Advisory
Board
|
·
|
ordinary
brokers transactions, which may include long or short
sales,
|
·
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
|
·
|
through
direct sales to purchasers or sales effected through
agents,
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
·
|
any
combination of the foregoing.
|
·
|
Listing
businesses for sale with a local, regional, national and international
reach.
|
·
|
Listing
real estate for sale or lease, particularly when linked to a business for
sale.
|
·
|
Listing
equipment for sale or lease, particularly when the equipment, assets and
inventory are linked to the business for
sale.
|
·
|
Special
confidential listing service for businesses, real estate and
equipment.
|
·
|
Special
pre-qualified buyer service for businesses, real estate and
equipment.
|
·
|
Professional
service provider referrals to assist in the purchase, sale, start-up or
operation of a business, such as attorneys, brokers, accountants, business
valuators and consultants.
|
·
|
Online
document management system for handling all paperwork involved in the sale
or lease of businesses, real estate and
equipment.
|
·
|
Business
resources for owners and executives, such as business books, white papers,
and important links.
|
·
|
Live
support.
|
·
|
Easy-to-navigate,
easy-to-understand website.
|
·
|
Multilingual
website versions.
|
·
|
Support
for all types of businesses: public corporations, private companies,
franchises, not-for-profits and home-based
businesses.
|
1)
|
fees
for listing businesses, real estate and equipment for sale or
lease;
|
2)
|
membership
registration fees for lead generation for professional service providers
in multiple categories;
|
3)
|
registration
fees for broker/dealers to have monthly or annual access rights for
selling or leasing businesses, real estate and
equipment;
|
4)
|
website
banner advertising;
|
5)
|
affiliate
fees (incorporation services, financing services, Amazon.com book sales,
etc.);
|
1.
|
Total
Selling Solution. None of the competitive websites merge
all facets of buying or selling a business such as: the sale or purchase
of the business entity and its related commercial property; the sale of
its inventory and all types of equipment, and; assistance in finding
professional help to support the transaction such as attorneys,
accountants, business valuators and financiers. Viewers want
(and need) a condensation of information and sources. Said
another way, the Internet is graduating from product sales to solution
sales. SellMyBusiness.com is the solution sale for
businesses.
|
2.
|
Professional
Service Provider Referrals. SellMyBusiness.com has
created a special web section to enlist paid membership from service
providers such as accountants, banks, lawyers, and business valuators to
help with introductions to clients in need of their
services. Over fifty categories have been
identified.
|
3.
|
Multi-media
Marketing and Live Support. Current competitive websites
lack presence in the marketplace, capturing only 5%-18% of all businesses
for sale. Based on management’s research, competitive sites
rely primarily on Internet search engine optimization and online
advertising
|
4.
|
Designed
for Non-Web Focused Customers. The average age of
business owners in the U.S. is 56 years (the same in Australia and New
Zealand).2
3 This age
group is certainly not ignorant of the web, but they do not spend as much
time surfing the web as other younger demographic
groups. SellMyBusiness.com management has thus targeted a
portion of its marketing on this user demographic. Furthermore,
the website was developed to be simple, clean and clutter free to simplify
navigation for those viewers less web
savvy.
|
5.
|
Designed
for Short Attention Span Viewers. Executives, business
owners and entrepreneurs traditionally have short attention
spans. In order to provide important information about the site
without the need to read text, SellMyBusiness.com utilizes an online web
actor to speak directly to the viewer. No competitor uses web
actors.
|
6.
|
Local
Language Website. Although the
language of the Internet is English, not all website viewers speak
English. Thus, SellMyBusiness.com
intends to launch culturally relevant versions of the site in
multiple foreign languages.
|
7.
|
The
Business Vault®. SellMyBusiness.com offers a unique
feature, the Business
Vault Confidential Listing Service: a completely private and
confidential place to list a business, real estate and equipment for sale
and receive leads only from financially pre-qualified
buyers. Many business owners and executives do not wish to
publicly list, but would utilize the Internet if they knew their
information could be kept confidential and they would only receive contact
from parties that have the financial wherewithal for the
transaction.
|
8.
|
Business
Watch®. Business Watch provides
a service to buyers, allowing them to conduct a search for businesses,
real estate or equipment and then lock in the search
criteria. Then, whenever a listing meeting their search
criteria is added to the SellMyBusiness.com database the Business Watch service
automatically generates an email alerting the potential buyer to the new
listing. Business Watch assures
the buyer will not miss any viable purchasing
opportunities.
|
9.
|
Web-based Document
Management Portal. Once a business, real estate or
equipment purchase is agreed upon by a buyer and seller,
SellMyBusiness.com can provide a unique, centralized document management
system that allows all parties involved in the transaction (buyer, seller,
attorneys, brokers, mortgagers, etc.) to upload and share
documents. SellMyBusiness.com management has made an exclusive
arrangement with the developer of this document management system, a
company that has also developed special web-based real estate listing
modules currently used by international business brokers and an
international broker association..
|
·
|
the
1.1 million sellers of
businesses (and related real estate and equipment) in the
U.S.;
|
·
|
the
resulting 1.1 million buyers of
businesses;
|
·
|
the
broker/dealer
network that will assist in the buying and selling of these
businesses;
|
·
|
the
individuals
(For Sale By Owners) that choose not to enlist the services of brokers,
and;
|
·
|
the
professional
service providers that provide a vast array of services for buyers
& sellers.
|
Domain
Name
|
Owner
|
Location
|
Launched
|
#
of Bus. For Sale
|
#
of Reg. Buyers
|
#
of Agents, Brokers, ect.
|
Countries
Listed
|
Selling
Fee
($/mo)
|
Broker
Fee
($/mo)
|
Visits/
Searches per. mo.
|
BizBuySells.com
|
LoopNet,
Inc.
|
San
Francisco, CA
|
1996
|
48,000
|
24,000
|
2,500
|
24
|
59.95
|
49.95
|
650,000
|
BizQuest.com
|
Bizquest,
LLC
|
Los
Angeles, CA
|
2005
|
42,000
|
100,000
|
n/a
|
33
|
54.95
|
39.95
|
n/a
|
BusinessBroker.net
|
BusinessBroker.net
|
Atlanta,
GA
|
Est
1999
|
30,000
|
n/a
|
n/a
|
15
|
99.95
|
39.95
|
500,000
|
BusinessDistrict.com
|
Buisness
District, LLC
|
Shawnee,
KS
|
2006
|
998
|
n/a
|
n/a
|
1
|
Free
|
Free
|
n/a
|
BusinessesFor
Sale.com
|
Dynamics
PLC
|
London,
UK
|
1996
|
51,000
|
200,000
|
1,000
|
110
|
79.95
|
29.95
|
330,000
|
BusinessMart.com
|
Business
Mart, Inc.
|
Parlin,
NJ
|
2003
|
n/a
|
n/a
|
n/a
|
2
|
69.95
|
34.95
|
n/a
|
BusinessNation.com
|
Itm
Holdings, LLC
|
Lakewood,
CO
|
1998
|
2,300
|
n/a
|
n/a
|
1
|
29.95
|
39.95
|
n/a
|
DaltonBusiness.com
|
Untied
Business Media Ltd.
|
London,
UK
|
2001
|
25,000
|
n/a
|
n/a
|
9
|
£60
($121)
|
n/a
|
n/a
|
SellMyBusiness.com
|
SellMyBusiness.com
Inc.
|
Bingham
Farms, MI
|
2008
|
3,500
|
Too
new
|
Too
new
|
1
|
59.95
|
29.95
|
550,000
|
1.
|
The
subsidiary company name and, thus, its domain name: SellMyBusiness.com®
|
2.
|
The
confidential listing and pre-qualified buyer service: Business
Vault®
|
3.
|
The
business listing alert service: Business
Watch®
|
HALBERD
CORPORATION AND
SUBSIDIARY
(a
development stage company)
Bingham
Farms, Michigan
CONSOLIDATED
FINANCIAL STATEMENTS
For
the Three Months Ended
October
31, 2008 and August 2, 2007 (date of inception) to October 31,
2007
|
Page
|
|
Consolidated
Financial Statements
|
|
Report of Independent Registered
Public Accounting Firm
|
F-1
|
Consolidated Balance Sheets as of
October 31, 2008 (unaudited) and July 31, 2008
|
F-2
|
Consolidated Statements of
Operations for the three months ended
|
|
October 31,
2008 and 2007 and August 2, 2007 (date of inception)
|
|
to October 31, 2008
(unaudited)
|
F-3
|
Consolidated Statements of
Stockholders’ Deficit for the three months ended
|
|
October 31,
2008 and period ended October 31, 2007 (unaudited)
|
F-4
|
Consolidated Statements of Cash
Flows for the three months ended
|
|
October 31,
2008 and 2007 and August 2, 2007 (date of inception)
|
|
to October 31, 2008
(unaudited)
|
F-5
|
Notes to Interim Consolidated
Financial Statements
|
F-6
- F-15
|
|
5750
New King St., Suite 200
Troy, MI 48098
Ph: 248.952.5000
Fx: 248.952.5750
www.rehman.com
|
HALBERD
CORPORATION AND SUBSIDIARY
|
||||||||
(a
development stage company)
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
ASSETS
|
October
31,
|
July
31,
|
||||||
2008
|
2008
|
|||||||
(Unaudited)
|
||||||||
Cash
and cash equivalents (equal to total current assets)
|
$ | 3,719 | $ | 1,387 | ||||
Property
and equipment, net
|
390,930 | 314,221 | ||||||
Trademarks
|
9,624 | 8,770 | ||||||
Deferred
income taxes
|
23,950 | 17,330 | ||||||
Total
assets
|
$ | 428,223 | $ | 341,708 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Liabilities
|
||||||||
Accounts
payable
|
$ | 49,975 | $ | 17,959 | ||||
Accrued
expenses
|
36,939 | 17,386 | ||||||
Deferred
revenue
|
1,383 | 1,510 | ||||||
Due
to officers
|
60,048 | 30,048 | ||||||
Line-of-credit
due to stockholder
|
28,900 | 10,900 | ||||||
Convertible
notes payable
|
300,000 | 300,000 | ||||||
Total
liabilities (all current)
|
477,245 | 377,803 | ||||||
Stockholders'
deficit (Note 5)
|
||||||||
Common
stock - $0.001 par value; 120,000,000 shares
|
||||||||
authorized,
20,002,000 shares issued and outstanding
|
- | - | ||||||
Deficit
accumulated during the development stage
|
(49,022 | ) | (36,095 | ) | ||||
Total
stockholders' deficit
|
(49,022 | ) | (36,095 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 428,223 | $ | 341,708 |
HALBERD
CORPORATION AND SUBSIDIARY
|
||||||||||||
(a
development stage company)
|
||||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
|
||||||||||||
Period
From
|
||||||||||||
August
2, 2007
|
||||||||||||
(date
of inception)
|
||||||||||||
Three
Months Ended October 31
|
to
October 31,
|
|||||||||||
2008
|
2007
|
2008
|
||||||||||
Sales
|
$ | 3,827 | $ | - | $ | 10,842 | ||||||
Cost
of sales
|
528 | - | 1,174 | |||||||||
Gross
margin
|
3,299 | - | 9,668 | |||||||||
Operating
expenses
|
14,878 | 16 | 58,964 | |||||||||
Operating
loss
|
(11,579 | ) | (16 | ) | (49,296 | ) | ||||||
Other
income (expense)
|
||||||||||||
Interest
income
|
- | - | 1,253 | |||||||||
Interest
expense
|
(7,968 | ) | - | (24,929 | ) | |||||||
Other
expense, net
|
(7,968 | ) | - | (23,676 | ) | |||||||
Loss
before income tax benefit
|
(19,547 | ) | (16 | ) | (72,972 | ) | ||||||
Income
tax benefit
|
6,620 | - | 23,950 | |||||||||
Net
loss
|
$ | (12,927 | ) | $ | (16 | ) | $ | (49,022 | ) |
HALBERD
CORPORATION AND SUBSIDIARY
|
||||||||||||||||
(a
development stage company)
|
||||||||||||||||
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)
|
||||||||||||||||
Deficit
Accumulated
|
Total
|
|||||||||||||||
Common
Stock
|
During
the
|
Stockholders'
|
||||||||||||||
Shares
|
Amount
|
Development
Stage
|
Deficit
|
|||||||||||||
Balances
- August 2, 2007
|
- | $ | - | $ | - | $ | - | |||||||||
Common
stock issued
|
10,001 | - | - | - | ||||||||||||
Net
loss
|
- | - | (16 | ) | (16 | ) | ||||||||||
Balances
- October 31, 2007
|
10,001 | $ | - | $ | (16 | ) | $ | (16 | ) | |||||||
Deficit
Accumulated
|
Total
|
|||||||||||||||
Common
Stock
|
During
the
|
Stockholders'
|
||||||||||||||
Shares
|
Amount
|
Development
Stage
|
Deficit
|
|||||||||||||
Balances
- August 1, 2008
|
10,001 | $ | - | $ | (36,095 | ) | $ | (36,095 | ) | |||||||
Net
loss
|
- | - | (12,927 | ) | (12,927 | ) | ||||||||||
Balances
- October 31, 2008
|
10,001 | $ | - | $ | (49,022 | ) | $ | (49,022 | ) | |||||||
Balances
as adjusted to reflect
|
||||||||||||||||
recapitalization
(Note 1)
|
20,002,000 | $ | - | $ | (49,022 | ) | $ | (49,022 | ) |
HALBERD
CORPORATION AND SUBSIDIARY
|
||||||||||||
(a
development stage company)
|
||||||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
||||||||||||
Period
From
|
||||||||||||
August
2, 2007
|
||||||||||||
(date
of inception)
|
||||||||||||
Three
Months Ended October 31
|
to
October 31,
|
|||||||||||
2008
|
2007
|
2008
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
loss
|
$ | (12,927 | ) | $ | (16 | ) | $ | (49,022 | ) | |||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
provided
by operating activities
|
||||||||||||
Depreciation
|
712 | - | 2,135 | |||||||||
Deferred
income tax benefit
|
(6,620 | ) | - | (23,950 | ) | |||||||
Changes
in operating assets and liabilities that
|
||||||||||||
provided
(used) cash
|
||||||||||||
Accounts
payable and accrued expenses
|
51,569 | - | 86,914 | |||||||||
Deferred
revenue
|
(127 | ) | - | 1,383 | ||||||||
Due
to officers
|
30,000 | 48 | 60,048 | |||||||||
Net
cash provided by operating activities
|
62,607 | 32 | 77,508 | |||||||||
Cash
flows from investing activities
|
||||||||||||
Trademark
costs
|
(854 | ) | - | (9,624 | ) | |||||||
Purchases
of property and equipment,
|
||||||||||||
including
website costs
|
(77,421 | ) | - | (393,065 | ) | |||||||
Net
cash used in investing activities
|
(78,275 | ) | - | (402,689 | ) | |||||||
Cash
flows from financing activities
|
||||||||||||
Proceeds
from issuance of convertible notes
|
- | - | 300,000 | |||||||||
Proceeds
from stockholder line-of-credit
|
18,000 | - | 28,900 | |||||||||
Net
cash provided by financing activities
|
18,000 | - | 328,900 | |||||||||
Net
increase in cash and cash equivalents
|
2,332 | 32 | 3,719 | |||||||||
Cash
and cash equivalents - beginning of period
|
1,387 | - | - | |||||||||
Cash
and cash equivalents - end of period
|
$ | 3,719 | $ | 32 | $ | 3,719 |
1.
|
BUSINESS
AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
2.
|
PROPERTY
AND EQUIPMENT
|
|
Property
and equipment consists of the following assets
at:
|
October
31,
|
July
31,
|
|||||||
2008
|
2008
|
|||||||
Web
site costs
|
$ | 379,690 | $ | 302,269 | ||||
Phone
system
|
8,464 | 8,464 | ||||||
Computer
equipment
|
4,911 | 4,911 | ||||||
Total
|
393,065 | 315,644 | ||||||
Less
accumulated depreciation
|
2,135 | 1,423 | ||||||
Property
and equipment, net
|
$ | 390,930 | $ | 314,221 | ||||
3.
|
RELATED
PARTY TRANSACTIONS (including debt and
leases)
|
4.
|
CONVERTIBLE
DEBT
|
5.
|
CAPITAL
STOCK
|
6.
|
INCOME
TAXES
|
October
31,
|
July
31,
|
|||||||
2008
|
2008
|
|||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carry forward
|
$ | 67,300 | $ | 48,500 | ||||
Depreciation
and other
|
3,100 | 2,400 | ||||||
Total
deferred tax assets
|
70,400 | 50,900 | ||||||
Expected
tax rate
|
34 | % | 34 | % | ||||
Net
deferred income tax assets
|
$ | 23,950 | $ | 17,330 | ||||
7.
|
OPERATING
LEASE
|
8.
|
NET
LOSS PER SHARE
|
Numerator:
|
||||
Net loss
|
$ | (12,927 | ) | |
Denominator
|
||||
Weighted average common shares-basic and diluted
|
20,002,000 | |||
Net
loss per share
|
||||
Basic
|
$ | 0.00 | ||
Diluted
|
$ | 0.00 | ||
Common
stock equivalents excluded from net loss per
|
||||
diluted share because their effect would have been
|
||||
anti-dilutive
|
4,508,000 |
9.
|
SUBSEQUENT
EVENTS
|
HALBERD
CORPORATION AND SUBSIDIARY
(a
development stage company)
Bingham
Farms, Michigan
CONSOLIDATED
FINANCIAL STATEMENTS
For
the Period
August
2, 2007 (date of inception)
to
July 31, 2008
|
Page
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated
Financial Statements
|
|
August 2, 2007 (date of inception) to July 31, 2008 | |
Consolidated Balance Sheets
|
F-2
|
Consolidated Statements of
Operations
|
F-3
|
Consolidated Statements of
Stockholders’ Deficit
|
F-4
|
Consolidated Statements of Cash
Flows
|
F-5
|
Notes to Interim Consolidated
Financial Statements
|
F-6
-
F-16
|
|
5750
New King St., Suite 200
Troy, MI 48098
Ph: 248.952.5000
Fx: 248.952.5750
www.rehman.com
|
HALBERD
CORPORATION AND SUBSIDIARY
|
||||
(a
development stage company)
|
||||
CONSOLIDATED
BALANCE SHEET
|
||||
JULY
31, 2008
|
||||
ASSETS
|
||||
Cash
and cash equivalents (equal to total current assets)
|
$ | 1,387 | ||
Property
and equipment, net
|
314,221 | |||
Trademarks
|
8,770 | |||
Deferred
income taxes
|
17,330 | |||
Total
assets
|
$ | 341,708 | ||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
Liabilities
|
||||
Accounts
payable
|
$ | 17,959 | ||
Accrued
expenses
|
17,386 | |||
Deferred
revenue
|
1,510 | |||
Due
to officers
|
30,048 | |||
Line
of credit due to stockholder
|
10,900 | |||
Convertible
notes payable
|
300,000 | |||
Total
liabilities ( all current)
|
377,803 | |||
Stockholders'
deficit (Note 5)
|
||||
Common
stock - $0.001 par value; 120,000,000 shares
|
||||
authorized,
20,002,000 shares issued and outstanding
|
- | |||
Deficit
accumulated during the development stage
|
(36,095 | ) | ||
Total
stockholders' deficit
|
(36,095 | ) | ||
Total
liabilities and stockholders' deficit
|
$ | 341,708 | ||
HALBERD
CORPORATION AND SUBSIDIARY
|
||||
(a
development stage company)
|
||||
CONSOLIDATED
STATEMENT OF OPERATIONS
|
||||
August
2, 2007 (date of inception) to July 31, 2008
|
||||
Sales
|
$ | 7,015 | ||
Cost
of sales
|
646 | |||
Gross
margin
|
6,369 | |||
Operating
expenses
|
44,086 | |||
Operating
loss
|
(37,717 | ) | ||
Other
income (expense)
|
||||
Interest
income
|
1,253 | |||
Interest
expense
|
(16,961 | ) | ||
Other
expense, net
|
(15,708 | ) | ||
Loss
before income tax benefit
|
(53,425 | ) | ||
Income
tax benefit
|
17,330 | |||
Net
loss
|
$ | (36,095 | ) |
HALBERD
CORPORATION AND SUBSIDIARY
|
||||||||||||||||
(a
development stage company)
|
||||||||||||||||
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||
August
2, 2007 (date of inception) to July 31, 2008
|
||||||||||||||||
Deficit
Accumulated
|
Total
|
|||||||||||||||
Common
Stock
|
During
the
|
Stockholders'
|
||||||||||||||
Shares
|
Amount
|
Development
Stage
|
Deficit
|
|||||||||||||
Balances
- August 2, 2007
|
- | $ | - | $ | - | $ | - | |||||||||
Common
stock issued
|
10,001 | - | - | - | ||||||||||||
Net
loss
|
- | - | (36,095 | ) | (36,095 | ) | ||||||||||
Balances
- July 31, 2008
|
10,001 | $ | - | $ | (36,095 | ) | $ | (36,095 | ) | |||||||
Balances
as adjusted to reflect
|
||||||||||||||||
recapitalization
(Note 1)
|
20,002,000 | $ | - | $ | (36,095 | ) | $ | (36,095 | ) | |||||||
HALBERD
CORPORATION AND SUBSIDIARY
|
||||
(a
development stage company)
|
||||
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
||||
August
2, 2007 (date of inception) to July 31, 2008
|
||||
Cash
flows from operating activities
|
||||
Net
loss
|
$ | (36,095 | ) | |
Adjustments
to reconcile net loss to net cash
|
||||
provided
by operating activities
|
||||
Depreciation
|
1,423 | |||
Deferred
income tax benefit
|
(17,330 | ) | ||
Changes
in operating assets and liabilities that provided cash:
|
||||
Accounts
payable and accrued expenses
|
35,345 | |||
Deferred
revenue
|
1,510 | |||
Due
to officers
|
30,048 | |||
Net
cash provided by operating activities
|
14,901 | |||
Cash
flows from investing activities
|
||||
Trademark
costs
|
(8,770 | ) | ||
Purchases
of property and equipment, including web site costs
|
(315,644 | ) | ||
Net
cash used in investing activities
|
(324,414 | ) | ||
Cash
flows from financing activities
|
||||
Proceeds
from issuance of convertible notes
|
300,000 | |||
Proceeds
from stockholder line of credit
|
10,900 | |||
Net
cash provided by financing activities
|
310,900 | |||
Net
increase in cash and cash equivalents, equal to cash
|
||||
and
cash equivalents at end of period
|
$ | 1,387 | ||
1.
|
BUSINESS
AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
2.
|
PROPERTY
AND EQUIPMENT
|
|
Property
and equipment consists of the following assets at July 31,
2008:
|
Web
site costs
|
$ | 302,269 | ||
Telephone
system
|
8,464 | |||
Computer
equipment
|
4,911 | |||
Total
|
315,644 | |||
Less
accumulated depreciation
|
1,423 | |||
Property
and equipment, net
|
$ | 314,221 | ||
3.
|
RELATED
PARTY TRANSACTIONS (including debt and
leases)
|
4.
|
CONVERTIBLE
DEBT
|
5.
|
CAPITAL
STOCK
|
6.
|
INCOME
TAXES
|
Amount
|
||||
Deferred
tax assets:
|
||||
Net
operating loss carry forward
|
$ | 48,500 | ||
Depreciation
and other
|
2,400 | |||
Total
deferred tax assets
|
50,900 | |||
Expected
tax rate
|
34 | % | ||
Net
deferred income tax assets
|
$ | 17,330 | ||
7.
|
OPERATING
LEASE
|
8.
|
NET
LOSS PER SHARE
|
Numerator:
|
||||
Net loss
|
$ | (36,095 | ) | |
Denominator
|
||||
Weighted average common shares-basic and diluted
|
20,002,000 | |||
Net
loss per share
|
||||
Basic
|
$ | 0.00 | ||
Diluted
|
$ | 0.00 | ||
Common
stock equivalents excluded from net loss per
|
||||
diluted share because their effect would have been
|
||||
anti-dilutive
|
4,508,000 |
9.
|
SUBSEQUENT
EVENTS (UNAUDITED)
|
NAME
|
AGE
|
POSITION
|
Mark
Lundquist
|
51
|
Chief
Executive Officer, Secretary and Director
|
John
Maddox
|
43
|
President,
Chief Operating Officer, Treasurer and Director
|
Joel
M. Ungar
|
47
|
Chief
Financial Officer and Principal Accounting Officer
|
Leland
Thomas
|
58
|
Member
of Advisory Board
|
Nicholas
Cocco
|
44
|
Member
of Advisory Board and Chief of
Staff
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||
Mark
Lundquist, CEO and Secretary
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
25,000(1)
|
$
|
25,000
|
||||||||||
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
5,000(2)
|
$
|
5,000
|
||||||||||||
John
Maddox, President, COO
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
25,000(1)
|
$
|
25,000
|
||||||||||
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
5,000(2)
|
5,000
|
|||||||||||||
Leland
Thomas, Member of Advisory Board
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
2007
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
Nicholas
Cocco, Member of Advisory Board, and Chief of Staff
|
2008
|
$
|
11,250
|
0
|
0
|
0
|
0
|
0
|
11,250(3)
|
11,250
|
|||||||||||
Joel
M. Ungar
Chief
Financial Officer
|
2008
|
$
|
5,000
|
0
|
0
|
0
|
0
|
0
|
5,000(4)
|
5,000
|
(1)
|
Mr.
Lundquist and Mr. Maddox received $25,000 each for consulting services in
2008. Additional $35,000 each was accrued and will be paid to them
respectively depending on the financial conditions of the
Company.
|
(2)
|
Mr.
Lundquist and Mr. Maddox received $5,000 each for consulting services in
2007.
|
(3)
|
River
star, LLC was paid $11,250 for consulting services rendered to the
Company. Nicholas Cocco is the managing member of River Star,
LLC
|
(4)
|
Joel
Ungar was granted $5,000 for services to the
Company.
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class (1)
|
Common
Stock
|
John
C. Maddox
|
13,000,000
|
49.88%
|
Common
Stock
|
Mark
Lundquist
|
4,000,000
|
15.35%
|
Common
Stock
|
Leland
Thomas (1)
|
2,796,000
|
10.73%
|
Common
Stock
|
Nicholas
Cocco (2)
|
1,000,000
|
3.84%
|
Common
Stock
|
Joel
M. Ungar
|
20,000
|
0.08%
|
Common
Stock
|
All
executive officers and directors as a group (5 persons)
|
20,816,000
|
79.88%
|
(1)
|
Including
1,100,000 shares of our common stock owned by Mr. Thomas directly and
1,696,000 shares owned through Thomas
IRA.
|
(2)
|
All
1,000,000 shares of our common stock are owned by River Star,
LLC.
|
Securities
and Exchange Commission registration fee
|
$
|
6
|
.45
|
|
Federal
Taxes
|
$
|
0
|
||
State
Taxes and Fees
|
$
|
0
|
||
Transfer
Agent Fees
|
$
|
0
|
||
Accounting
fees and expenses
|
$
|
45,000
|
||
Legal
fees and expense
|
$
|
38,000
|
||
Blue
Sky fees and expenses
|
$
|
700
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
83,706
|
.45
|
Name
of selling stockholder
|
Shares of common stock of SellMyBusiness
owned
|
Shares
of common stock of the Company owned pursuant to the share purchase
agreement
|
Bruce
E. Nyberg
|
10
|
20,000
|
John
P. Bower Revocable Living Trust UAD 9/27/1999
|
10
|
20,000
|
Mary
Jane Bower Revocable Trust UAD 6/19/1999
|
10
|
20,000
|
Daniel
Dalton
|
10
|
20,000
|
GBS,
LLC
|
10
|
20,000
|
BFADM,
LLC
|
10
|
20,000
|
David
R. Zimmer
|
10
|
20,000
|
Richard
A. Hecker
|
10
|
20,000
|
Douglas
Perry Lalone Living Trust
|
10
|
20,000
|
Paul
A. Miller
|
10
|
20,000
|
Nicholas
S. Ahee
|
10
|
20,000
|
Todd
A. Emerson
|
1
|
2,000
|
Donna
Kolo
|
10
|
20,000
|
Joel
M. Ungar
|
10
|
20,000
|
Constance
M David
|
1
|
2,000
|
AweComm
Technologies, LLC
|
5
|
10,000
|
Marx
Layne & Company
|
5
|
10,000
|
Jon
D. Johnson
|
5
|
10,000
|
Douglas
Omar Perreault
|
5
|
10,000
|
Michael
R. Szudarek
|
2
|
4,000
|
Kathryn
E. Lundquist
|
2
|
4,000
|
Sunshine
R. Jenkins
|
2
|
4,000
|
Dino
S. Rotondo
|
2
|
4,000
|
Vianne
Floyd
|
10
|
20,000
|
Barrett
Kalellis
|
10
|
20,000
|
Shelby
Starnes
|
2
|
4,000
|
Michael
P. Crosson
|
10
|
20,000
|
Alexandra
A. Crosson
|
10
|
20,000
|
Trent
A. Lundquist
|
2
|
4,000
|
Andrew
Kulpa
|
1
|
2,000
|
David
J. Raska
|
1
|
2,000
|
JR
Holdings Group, LLC
|
2
|
4,000
|
Philip
W. Thomas, Jr.
|
10
|
20,000
|
Scott
P. Batey
|
2
|
4,000
|
John
Alexander
|
2
|
4,000
|
Michael
R. Szudarek
|
2
|
4,000
|
Craig
W. Terry
|
1
|
2,000
|
Millicent
D. Sherman
|
1
|
2,000
|
Bill
& Joann Batey
|
2
|
4,000
|
Total
|
228
|
456,000
|
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
(E)
|
Other
than Joel M. Ungar, our CFO and Principal Accounting Officer, none of the
investors are affiliated with any of our directors, officers or promoters
or any beneficial owner of 10% or more of our
securities.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
3.1
|
Articles
of Incorporation of Halberd Corporation
|
3.2
|
By-Laws
of Halberd Corporation
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
10.1
|
Form
of Convertible Promissory Notes
|
10.2
|
Form
Stock Conversion Agreement
|
10.3
|
Consulting
Agreement by and between the Company and River Star, LLC, dated November
14, 2008
|
10.4
|
Employment
Agreement between the Company and John C. Maddox, dated January 2,
2009
|
10.5
|
Employment
Agreement between the Company and Mark Lundquist, dated January 2,
2009
|
10.6
|
Share
Purchase Agreement by and between the Company and SellMyBusinessNow.Com,
Inc., dated January 28, 2009
|
21.1
|
Subsidiary
|
23.1
|
Consent
of Rehmann Robson, P.C.
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
24.1
|
Power
of Attorney (filed herewith on signature
page)
|
HALBERD
CORPORATION
|
||
By:
|
/s/ Mark
Lundquist
|
|
Mark
Lundquist
|
||
Chief
Executive Officer and Director
|
||
March 13,
2009
|
By:
|
/s/ Mark
Lundquist
|
Mark
Lundquist
|
||
CEO,
Secretary and Director
|
||
March 13,
2009
|
By:
|
/s/John C.
Maddox
|
John
C. Maddox
|
||
President,
COO, Treasurer and Director
|
||
March 13,
2009
|
By:
|
/s/ Joel M.
Ungar
|
Joel
M. Ungar
|
||
CFO
and Principal Accounting Officer
|
||
March 13,
2009
|
By:
|
/s/ Leland
M. Thomas
|
Leland
M. Thomas
|
||
Member
of Advisory Board
|
||
March 13,
2009
|
By:
|
/s/ Nicholas
Cocco
|
Nicholas
Cocco
|
||
Member
of Advisory Board, and Chief of
Staff
|